Toyam Sports Ltd Directors Report

11. MEETINGS OF THE BOARD

The Board of Directors of the Company met 8 (Eight) times in a year dated 30^th May, 2023, 14^th August, 2023, 05^th Septemeber, 2023, 11^th October, 2023, 23^rd November, 2023, 14^th February, 2024, 23^rd Febraury, 2024 and 29^th Febraury, 2024. The gap between two Meetings did not exceed 120 (one hundred and twenty) days. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

12. BOARD COMMITTEES

As per the requirement of Companies Act, 2013 and relevant Regulation of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company has the following mandatory committees:

1. Audit Committee

2. Nomination and Remuneration Committee (NRC)

3. Stakeholders Relationship Committee (SRC)

The details of committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

13. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)

14. INDEPENDENT DIRECTORS

a) Disclosure: The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also the opinion that the Independent Directors fulfills all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors. b) Familiarization Programme: As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the familiarization programme for Independent Directors have been detailed out in the Corporate Governance Report forming part of the Annual Report and are also disclosed on the website of the Company at www.toyamsportsltd.com. c) Meeting: The details of the meeting of Independent Directors are given in Corporate Governance Report forming part of this Annual Report.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its committees, execution and performance of specific roles, duties, obligations and governance.

The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent Directors was completed. The Performance evaluation of the Chairman, Non- Executive Directors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. Directors of the Company has carried their own performance evaluation too known as "Self-Assessment".

16. RELATED PARTY TRANSACTION

During the year under review, the Company enter into contracts or arrangement with its related parties referred to in Section 188(1) of the Companies Act, 2013. Disclosures in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is included in this report as "ANNEXURE-A" and forms an integral part of this report.

A Policy on Related Party Transactions as approved by the Board is available on the Companys website at: www.toyamsportsltd.com.

17. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the

Companies Act, 2013 is included in this report as "ANNEXURE-B" and forms an integral part of this report.

Annual return u/s 92(3) of the Companies Act, 2013 also placed at www.toyamsportsltd.com.

18. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

i. The Nomination and Remuneration Committee of Board of Directors of the Company leads the process for apipointment of Directors and Key Managerial Personnel and Senior Management personnel in accordance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

ii. Nomination & Remuneration Policy is available on the website of the Company on the below link:

(www.toyamsportsltd.com ) and as "ANNEXURE-C" to this report.

19. RISK MANAGEMENT

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board & Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.

20. ISSUE OF SHARES ON PREFERENTIAL BASIS

During the year the company has issued 21,61,00,000 Equity Warrants Convertible (25%) into Equity Shares of the Company on Preferential Basis for Cash with the approval of shareholders.

21. POSTAL BALLOT

During Financial Year 2023-24, No Postal ballot was conducted by Company to obtain members approval.

AND OUTGO

In compliance with Section 134 of The Companies Act, 2013 read with The Companies (Disclosure of Particulars in the report of Board of directors) Rules 1988, a statement giving information regarding Energy Conservation,

Technology Absorption and Foreign Exchange earnings and out go is given in "ANNEXURE-D" forming part of this Annual Report.

23. AUDITORS

? STATUTORY AUDITOR

M/s Manoj Vatsal & Co., Chartered Accountant (FRN: 010155C) appointed as the statutory auditors of the Company for a second term of 5 (Five) years to hold office from the conclusion of 36^th Annual General Meeting until the conclusion of the 41^st annual general meeting of the Company. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from Manoj Vatsal & Co., Chartered Accountant (FRN: 010155C) that their appointment, if made, would be in conformity with the limits specified in the said Section. Auditors Report is self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

? SECRETARIAL AUDITOR

M/s. Nitesh Chaudhary & Assocaites, Practicing Company Secretary [M. No.: 10010, CP No.: 16275] was appointed to conduct the secretarial audit of the Company for the Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and rules made there under The Secretarial Audit Report for the Financial Year 2023-24 forms part of the Annual Report as "ANNEXURE-E" to the Boards Report.

The Secretarial Audit Report has not contained any qualification, reservation or adverse remark.

? INTERNAL AUDITOR

N H Variava & Co. (FRN: 153265W), Chartered Accountants was appointed to conduct the Internal audit of the Company for the Financial Year 2023-24, as required under Section 138 of the Companies Act, 2013 and rules made thereunder.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Company is not required to spend any amount towards CSR Expenditure as none of the thresholds limits as specified in Section 135 is crossed.

25. DISCLOSURE REQUIREMENTS

Corporate Governance Report and Management Discussion and Analysis form part of this Annual Report for the year ended 31^st March, 2024.

The Company has a whistle blower policy/vigil mechanism to report genuine concerns or grievances. The Whistle Blower Policy/vigil mechanism has been posted on the website of the Company (www.toyamsportsltd.com).

The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 & has been posted on the website of the Company (www.toyamsportsltd.com). All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended on 31^st March, 2024. A declaration to this effect, signed by the Managing Director, forms part of this Annual Report.

The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.The Insider trading Policy of the Company covering code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has been posted on the website of the Company. All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended on 31^st March, 2024.

26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has put in place an adequate system of Internal Financial Control commensurate with the size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy &completeness of accounting records and ensuring compliance with corporate policies.

The Company has an internal audit team which is commensurate with the size, nature & complexity of operations of the Company. The Internal Audit Report is submitted to the Audit Committee on quarterly basis, the Audit Committee reviews.

27. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as

"ANNEXURE- F").

28. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that: a) In the preparation of annual accounts, the applicable accounting standards has been followed b) along with proper explanation relating to material departures. c) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period. d) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. e) The Directors had prepared the annual accounts on a going concern basis. f) The Company has established internal financial controls and the said controls are adequate and are operating effectively. g) A proper compliance system was established to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. LISTING OF SHARES

Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), Mumbai and Metropolitan Stock Exchange of India Limited (MSEI), Mumbai, which provide the wider access to the investors national wide.

The Company has made all the compliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the Payment of Listing fees up to 31^st March, 2024 to the BSE and MSEI.

During the year company has allotted 13,93,00,000 fully paid equity shares ("Equity Shares"), at a price of Rs.13.5 (Rupees thirteen point five) each on preferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 towards the full discharge of consideration for the acquisition of 153 shares of Pacific and acquisition of 7,70,881 equity shares of Bhakti World Radio Broadcasting Private Limited.

30. DEMATERIALISATION AND ELECTRONIC REGISTRAR

The equity shares of your Company are available for dematerialization with both NSDL and CDSL under ISIN INE457P01020. As on 31^st March 2024, 99.74% equity shares are in demat form and remaining 0.26% equity shares are in physical form. Our registrar for electronic connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is Mas Services Limited (SEBI Reg. No.: INR000000049) T-34, 2nd Floor, Okhla Industrial Area, Phase-2, New Delhi-110020 Ph. No.:011-26387281-83, Fax:011-26387384 Email: info@masserv.com Web: www.masserv.com.

31. HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION

Human Resource plays vital role in your Company. If finance is the blood of any organization then Human Resource is not less than pulse which keeps running production by their hard work day and night. Your Company has performance management process to motivate people to give their best output and encourages innovation and meritocracy. Board places on record their appreciation and sincere thanks towards their contribution to the

Companys performance during the year. The Board is pleased to inform you that Industrial relations have continuously been cordial at all levels throughout the year.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, Trainees) are covered under this policy. The following is the summary of sexual harassment complaint received and disposed of during the year 2023-24.

No. of Complaint received: NIL No. of Complaint disposed off : NIL

33. UTILISATION OF THE PROCEEDS FROM PREFENTIAL BASIS OF EQUITY SHARES:

The Company has receipt warrant application/subscription money @25% (Rs. 3.375 per warrant) of warrants isue price Rs.13.50 including premium of Rs. 12.5/-, company has receipt amount of Rs. 72,93,37,500 in bank account from 28 warrant allottess, the company allotted 21,61,00,000 Equity Convertible warrants at a price of Rs. 13.50, the company has filed statement of deviation & variation under Regulation 32of SEBI (LODR) Regulations, 2015 for the quarter ended 30^th June, 2023 on BSE & MSEI.

BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency And Bankruptcy Code 2016.

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS: